Loan and Security Agreement



 Exhibit 10.3 
 LOAN AND SECURITY AGREEMENT 
 THIS LOAN AND SECURITY AGREEMENT (together with any schedule,
annex, or exhibit attached hereto, as the same may be amended, restated, or otherwise modified, this “Agreement”) is entered into on August 7, 2008 (the “Effective Date”) between SILICON VALLEY BANK, a California
banking corporation (“Bank”), and RADISYS CORPORATION, an Oregon corporation (“Borrower”). The parties agree as follows: 
  

	 	1.	ACCOUNTING AND OTHER TERMS 

 Accounting terms
not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All
other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 
  

	 	2.	LOAN AND TERMS OF PAYMENT 

 2.1. Promise
to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement. 
 2.1.1. Revolving Advances. 
 (a)
Availability. Subject to the terms and conditions of this Agreement, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date,
reborrowed, subject to the applicable terms and conditions precedent herein. 
 (b) Termination; Repayment. The Revolving Line
terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 
 2.1.2. Letters of Credit Sublimit. 
 (a) As part of the Revolving Line, Bank shall issue or have issued Letters of Credit for Borrower’s account. The face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit
Reserve) may not exceed the lesser of the Availability Amount or the Sublimit Amount. Such aggregate amounts utilized hereunder shall at all times reduce the amount otherwise available for Advances under the Revolving Line. If, on the Revolving Line
Maturity Date, there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to 105% of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to
become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to said Letters of Credit. All Letters of Credit shall be in form and substance acceptable to Bank in its sole
discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection
with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s
interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following
Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto. 
 (b) The
obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit,
and the Letter of Credit Application. 
 (c) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a
demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to 








 
Borrower of the equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges) in Dollars at
the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency. 
 (d) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”)
under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate.
The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding. 
 2.1.3. Foreign Exchange Sublimit. As part of the Revolving Line, Borrower may enter into foreign exchange contracts with Bank under which Borrower
commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement Date”). FX Forward Contracts shall have a Settlement Date of at
least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract (the “FX Reserve”), the FX Reserve to be in a maximum aggregate amount
equal to the Sublimit Amount. The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times the amount of the FX Reserve. The obligations of Borrower relating to this section may not exceed the Availability Amount.

 2.1.4. Cash Management Services Sublimit. Borrower may use up to the Sublimit Amount of the Revolving Line for Bank’s cash
management services which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management
Services”). Any amounts Bank pays on behalf of Borrower or any amounts that are not paid by Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate
applicable to Advances. The obligations of Borrower relating to this section may not exceed the Availability Amount. 
 2.2.
Overadvances. If, at any time, the Credit Extensions under Sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4 exceed the lesser of either (a) the Revolving Line or (b) the Borrowing Base, Borrower shall immediately pay Bank in
cash such excess. Each Credit Extension shall, at Borrower’s option in accordance with the terms of this Agreement, be either in the form of a Prime Rate Credit Extension or a LIBOR Credit Extension; provided that in no event shall
Borrower maintain at any time LIBOR Credit Extensions having more than five (5) different Interest Periods. Borrower shall pay interest accrued on the Credit Extensions at the rates and in the manner set forth in Section 2.3(a).

 2.3. Payment of Interest on the Credit Extensions. 
 (a) Computation of Interest. Interest on the Credit Extensions and all fees payable hereunder shall be computed on the basis of a 360-day year and the actual number of days elapsed in the period during which
such interest accrues. In computing interest on any Credit Extension, the date of the making of such Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on
the same day on which it is made, such day shall be included in computing interest on such Credit Extension. 
 (i)
Advances. Subject to Section 2.3(b), each Advance shall bear interest on the outstanding principal amount thereof from the date when made, continued or converted until paid in full at a rate per annum equal to the
Prime Rate or the LIBOR Rate plus the applicable LIBOR Rate Margin, as the case may be. Pursuant to the terms hereof, interest on each Advance shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any
prepayment of any Advance pursuant to this Agreement for the portion of any Advance so prepaid and upon payment (including prepayment) in full thereof. All accrued but unpaid interest on the Advances shall be due and payable on the Revolving Line
Maturity Date. 
 (b) Default Interest. Except as otherwise provided in Section 2.3(a), after an Event of Default,
Obligations shall bear interest two percent (2.00%) above the rate effective immediately before the Event of Default 

  

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(the “Default Rate”). Payment or acceptance of the increased interest provided in this Section 2.3(b) is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank. 
 (c) Prime Rate Credit Extensions. Each change in the interest rate of the Prime Rate Credit Extensions based on changes in the Prime Rate shall be effective on the effective date of such change and to the
extent of such change. Bank shall use its best efforts to give Borrower prompt notice of any such change in the Prime Rate; provided, however, that any failure by Bank to provide Borrower with notice hereunder shall not affect Bank’s
right to make changes in the interest rate of the Prime Rate Credit Extensions based on changes in the Prime Rate. 
 (d) LIBOR Credit
Extensions. The interest rate applicable to each LIBOR Credit Extension shall be determined in accordance with Section 3.6(a) hereunder. Subject to Sections 3.6 and 3.7, such rate shall apply during the entire Interest
Period applicable to such LIBOR Credit Extension, and interest calculated thereon shall be payable on the Interest Payment Date applicable to such LIBOR Credit Extension. 
 (e) Debit of Accounts. Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments when due, or any other amounts Borrower owes Bank,
when due. Bank shall promptly notify Borrower after it debits Borrower’s accounts. These debits shall not constitute a set-off. 
 (f)
Limitations on Interest Rates. Notwithstanding any provision in this Agreement or any of the other Loan Documents, the total liability for payments in the nature of interest shall not exceed the applicable limits imposed by any applicable
federal or state interest rate laws. If any payments in the nature of interest, additional interest and other charges made hereunder or under any of the Loan Documents are held to be in excess of the applicable limits imposed by any applicable
federal or state law, the amount held to be in excess shall be considered payment of principal under the Credit Extensions and the indebtedness evidenced thereby shall be reduced by such amount in the inverse order of maturity so that the total
liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable federal or state interest rate laws. 
 2.4. Fees. Borrower shall pay to Bank: 
 (a) Commitment Fee. A fully earned, non-refundable commitment fee of $24,000 on the Effective Date and each anniversary thereof; 
 (b) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit, including, without limitation, a Letter of Credit Fee of one and one-half percent (1.50%) per annum of the face
amount of each Letter of Credit issued, upon the issuance, each anniversary of the issuance, and the renewal of such Letter of Credit; 
 (c)
Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to thirty-seven and one-half basis points (0.375%) per annum of
the average unused portion of the Revolving Line, as determined by Bank. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding
any termination of the Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder; and 
 (d)
Working Fee. A $25,000 working fee to Bank, to the extent not already paid, which the Bank will refund (if any) at the Effective Time net of any costs, Bank Expenses or fees incurred. 
 (e) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation and negotiation of
this Agreement) incurred through and after the Effective Date, when due. 
  

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	 	3.	CONDITIONS OF LOANS 

 3.1. Conditions
Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of
such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: 
 (a) Borrower shall have delivered
duly executed original signatures to the Loan Documents to which it is a party (including delivery of any and all Collateral required to be delivered under the Loan Documents in order to perfect and preserve Bank’s priority in such Collateral,
such as stock certificates and promissory notes in favor of Borrower, each executed in blank); 
 (b) Borrower shall have delivered duly
executed original signatures to the Control Agreement[s] by all parties thereto; 
 (c) Borrower shall have delivered its Operating Documents
and current certificates of valid existence (or foreign qualification, as applicable) of Borrower certified by the Secretary of State of the States of Oregon, California, Colorado, Connecticut, Florida, Illinois, Iowa, Massachusetts, Michigan, New
Hampshire, North Carolina, Ohio, Pennsylvania and Texas; 
 (d) Borrower shall have delivered duly executed original signatures of its
Secretary or Assistant Secretary to the completed Borrowing Resolutions for Borrower; 
 (e) Bank shall have received certified copies, dated
as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or
have been or, in connection with the initial Credit Extension, will be terminated or released; 
 (f) Borrower shall have delivered the
Perfection Certificate executed by Borrower; 
 (g) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the
Effective Date together with the duly executed original signatures thereto; 
 (h) Borrower shall have delivered the insurance policies
and/or endorsements required pursuant to Section 6.5 hereof; and 
 (i) Borrower shall have delivered evidence that (i) the Liens
securing Indebtedness owed by Borrower to UBS and any other secured party evidenced in the lien searches to the extent such Lien is not a Permitted Lien will be terminated and (ii) the documents and/or filings evidencing the perfection of such
Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and 
 (j) Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof. 
 3.2. Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: 
 (a) for Advances under the Revolving Line, timely receipt of a Notice of Borrowing; 
 (b) for any other Credit Extension, timely receipt of any completed and executed Payment/Credit Extension Form; 
 (c) the representations and warranties in Section 5 shall be true in all material respects on the date of the Notice of Borrowing and the
Payment/Credit Extension Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations 

  

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and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is
Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date; and 
 (d) in Bank’s reasonable discretion, there has not been a Material Adverse Change.

 3.3. Covenant to Deliver. 
 Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition to any Credit Extension. Borrower expressly agrees that the extension of a Credit Extension prior to the receipt by Bank of
any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and any such extension in the absence of a required item shall be in Bank’s sole discretion. 
 3.4. Procedures for Borrowing. 
 (a)
Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, each Credit Extension shall be made upon Borrower’s irrevocable written notice delivered to Bank in the form
of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given
by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing must be received by Bank prior to 11:00 a.m. Pacific time, (i) at
least three (3) Business Days prior to the requested Funding Date, in the case of LIBOR Credit Extensions, and (ii) at least one (1) Business Day prior to the requested Funding Date, in the case of Prime Rate Credit Extensions,
specifying: 
 (i) the amount of the Credit Extension, which, if a LIBOR Credit Extension is requested, shall be in an
aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof; 
 (ii) the
requested Funding Date; 
 (iii) whether the Credit Extension is to be comprised of LIBOR Credit Extensions or Prime Rate
Credit Extensions; and 
 (iv) the duration of the Interest Period applicable to any such LIBOR Credit Extensions included in
such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Credit Extension comprised of LIBOR Credit Extensions, such Interest Period shall be one (1) month. 
 (b) The proceeds of all such Credit Extensions will then be made available to Borrower on the Funding Date by Bank by transfer to the Designated Deposit
Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Credit Extensions shall be deemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the
related funds have been deposited in the Designated Deposit Account. 
 3.5. Conversion and Continuation Elections. 
 (a) So long as (1) no Event of Default or Default exists; (2) Borrower shall not have sent any notice of termination of this Agreement; and
(3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to Bank: 
 (i) elect to convert on any Business Day, Prime Rate Credit Extensions in an amount equal to $1,000,000 or any integral multiple of
$500,000 in excess thereof into LIBOR Credit Extensions; 
  

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 (ii) elect to continue on any Interest Payment Date any LIBOR Credit Extensions maturing
on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by
payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit
Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or 
 (iii) elect to convert
on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Credit Extensions.

 (b) Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10 to be received by Bank prior to
11:00 a.m. Pacific time at least (i) three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions; and (ii) one
(1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Credit Extensions, in each case specifying the: 
 (i) proposed Conversion Date or Continuation Date; 
 (ii) aggregate amount of the Credit Extensions to be converted or continued which, if any Credit Extensions are to be converted into or
continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof; 
 (iii) nature of the proposed conversion or continuation; and 
 (iv) duration of the requested Interest Period. 
 (c) If upon the expiration of any Interest Period applicable to any LIBOR Credit Extensions, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Credit Extensions, Borrower
shall be deemed to have elected to convert such LIBOR Credit Extensions into Prime Rate Credit Extensions. 
 (d) Any LIBOR Credit Extensions
shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of Default or Default shall exist, or (ii) the aggregate principal amount of the Prime Rate Credit Extensions which have been previously
converted to LIBOR Credit Extensions, or the aggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving
Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of
anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to any of the foregoing. 
 (e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase United States Dollar deposits in the London
interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Credit Extensions. 
  

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 3.6. Special Provisions Governing LIBOR Credit Extensions. 
 Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to LIBOR Credit Extensions as
to the matters covered: 
 (a) Determination of Applicable Interest Rate. As soon as practicable on each Interest Rate Determination
Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Credit Extensions for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower. 
 (b) Inability to Determine Applicable Interest Rate. In the event that Bank shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any LIBOR Credit Extension, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Credit Extension on the
basis provided for in the definition of LIBOR, Bank shall on such date give notice (by facsimile or by telephone confirmed in writing) to Borrower of such determination, whereupon (i) no Credit Extensions may be made as, or converted to, LIBOR
Credit Extensions until such time as Bank notifies Borrower that the circumstances giving rise to such notice no longer exist, and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Borrower with respect to Credit
Extensions in respect of which such determination was made shall be deemed to be rescinded by Borrower. 
 (c) Compensation for Breakage
or Non-Commencement of Interest Periods. Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the manner and method of computing such compensation), for all reasonable losses, expenses and liabilities, if
any (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Credit Extensions and any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds) such that
Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Credit Extensions due to impracticability or illegality under Sections 3.7(d) and 3.7(e)) a borrowing or a
conversion to or continuation of any LIBOR Credit Extension does not occur on a date specified in a Notice of Borrowing or a Notice of Conversion/Continuation, as the case may be, or (ii) if any principal payment or any conversion of any of its
LIBOR Credit Extensions occurs on a date prior to the last day of an Interest Period applicable to that Credit Extension. 
 (d)
Assumptions Concerning Funding of LIBOR Credit Extensions. Calculation of all amounts payable to Bank under this Section 3.6 and under Section 3.4 shall be made as though Bank had actually funded each of its relevant
LIBOR Credit Extensions through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to the definition of LIBOR Rate in an amount equal to the amount of such LIBOR Credit Extension and having a maturity comparable to
the relevant Interest Period; provided, however, that Bank may fund each of its LIBOR Credit Extensions in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this
Section 3.6 and under Section 3.4. 
 (e) LIBOR Credit Extensions After Default. After the occurrence and
during the continuance of an Event of Default, (i) Borrower may not elect to have an Credit Extension be made or continued as, or converted to, a LIBOR Credit Extension after the expiration of any Interest Period then in effect for such Credit
Extension and (ii) subject to the provisions of Section 3.6(c), any Notice of Conversion/Continuation given by Borrower with respect to a requested conversion/continuation that has not yet occurred shall be deemed to be rescinded by
Borrower and be deemed a request to convert or continue Credit Extensions referred to therein as Prime Rate Credit Extensions. 
 3.7.
Additional Requirements/Provisions Regarding LIBOR Credit Extensions. 
 (a) If for any reason (including voluntary or mandatory
prepayment or acceleration), Bank receives all or part of the principal amount of a LIBOR Credit Extension prior to the last day of the Interest Period for such Credit Extension, Borrower shall immediately notify Borrower’s account officer at
Bank and, on demand by Bank, pay Bank the amount (if any) by which (i) the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period exceeds (ii) the
interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period
starting 

  

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on the date on which it was so received and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable
discretion. Bank’s determination as to such amount shall be conclusive absent manifest error. 
 (b) Borrower shall pay Bank, upon
demand by Bank, from time to time such amounts as Bank may determine to be necessary to compensate it for any costs incurred by Bank that Bank determines are attributable to its making or maintaining of any amount receivable by Bank hereunder in
respect of any Credit Extensions relating thereto (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: 
 (i) changes the basis of taxation of any amounts payable to Bank under this Agreement in respect of any Credit Extensions (other than
changes which affect taxes measured by or imposed on the overall net income of Bank by the jurisdiction in which Bank has its principal office); 
 (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, or other liabilities of Bank (including any Credit
Extensions or any deposits referred to in the definition of LIBOR); or 
 (iii) imposes any other condition affecting this
Agreement (or any of such extensions of credit or liabilities). 
 Bank will notify Borrower of any event occurring after the Effective Date
which will entitle Bank to compensation pursuant to this Section 3.7 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Bank will furnish Borrower with a statement setting forth the
basis and amount of each request by Bank for compensation under this Section 3.7. Determinations and allocations by Bank for purposes of this Section 3.7 of the effect of any Regulatory Change on its costs of maintaining its
obligations to make Credit Extensions, of making or maintaining Credit Extensions, or on amounts receivable by it in respect of Credit Extensions, and of the additional amounts required to compensate Bank in respect of any Additional Costs, shall be
conclusive absent manifest error. 
 (c) If Bank shall determine that the adoption or implementation of any applicable law, rule, regulation,
or treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof,
or compliance by Bank (or its applicable lending office) with any respect or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has or would have the effect of
reducing the rate of return on capital of Bank or any person or entity controlling Bank (a “Parent”) as a consequence of its obligations hereunder to a level below that which Bank (or its Parent) could have achieved but for such
adoption, change, or compliance (taking into consideration policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within fifteen (15) days after demand by Bank, Borrower shall pay to Bank
such additional amount or amounts as will compensate Bank for such reduction. A statement of Bank claiming compensation under this Section 3.7(c) and setting forth the additional amount or amounts to be paid to it hereunder shall be
conclusive absent manifest error. 
 (d) If, at any time, Bank, in good faith, determines that (i) the amount of LIBOR Credit Extensions
for periods equal to the corresponding Interest Periods are not available to Bank in the offshore currency interbank markets, or (ii) LIBOR does not accurately reflect the cost to Bank of lending the LIBOR Credit Extensions, then Bank shall
promptly give notice thereof to Borrower. Upon the giving of such notice, Bank’s obligation to make the LIBOR Credit Extensions shall terminate; provided, however, Credit Extensions shall not terminate if Bank and Borrower agree in
writing to a different interest rate applicable to LIBOR Credit Extensions. 
 (e) If it shall become unlawful for Bank to continue to fund
or maintain any LIBOR Credit Extensions, or to perform its obligations hereunder, upon demand by Bank, Borrower shall prepay the Credit Extensions in full with accrued interest thereon and all other amounts payable by Borrower hereunder (including,
without limitation, any amount payable in connection with such prepayment pursuant to Section 3.7(a)). Notwithstanding the foregoing, to the extent a determination by Bank as described above relates to a LIBOR Credit Extension then being
requested by Borrower pursuant to a Notice of Borrowing or a Notice of 

  

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Conversion/Continuation, Borrower shall have the option, subject to the provisions of Section 3.6(c), to (i) rescind such Notice of
Borrowing or Notice of Conversion/Continuation by giving notice (by facsimile or by telephone confirmed in writing) to Bank of such rescission on the date on which Bank gives notice of its determination as described above, or (ii) modify such
Notice of Borrowing or Notice of Conversion/Continuation to obtain a Prime Rate Credit Extension or to have outstanding Credit Extensions converted into or continued as Prime Rate Credit Extensions by giving notice (by facsimile or by telephone
confirmed in writing) to Bank of such modification on the date on which Bank gives notice of its determination as described above. 
  

	 	4.	CREATION OF SECURITY INTEREST. 

 4.1.
Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or
hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the
Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower or any Guarantor shall acquire a commercial tort claim, Borrower shall, and shall cause such Guarantor to, promptly
notify Bank in a writing signed by Borrower or such Guarantor of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in
form and substance reasonably satisfactory to Bank. 
 If this Agreement is terminated, Bank’s Lien in the Collateral shall continue
until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at
Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower or Guarantors, as applicable. 
 4.2. Authorization to File Financing Statements. Borrower hereby authorizes, and shall cause each Guarantor to authorize, Bank to file financing statements, without notice to Borrower or any Guarantor, with all
appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower, any Guarantor or any other Person, shall be deemed to violate the rights of Bank
under the Code. 
  

	 	5.	REPRESENTATIONS AND WARRANTIES 

 Borrower
represents and warrants as follows: 
 5.1. Due Organization and Authorization. Borrower and each of its Subsidiaries is duly existing
and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of their business or its ownership of property requires that they be qualified, except where the
failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, Borrower has delivered, or has caused each Guarantor to deliver, to Bank completed certificates substantially in the form
reasonably satisfactory to Bank each signed by Borrower entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s and each Guarantor’s exact legal name is that indicated on the
Perfection Certificates and on the signature pages thereof; (b) Borrower and each Guarantor are an organization of the type and are organized in the jurisdictions set forth in the Perfection Certificates; (c) the Perfection Certificates
accurately set forth Borrower’s and each Guarantor’s organizational identification numbers or accurately state that neither Borrower nor such Guarantor has one; (d) the Perfection Certificates accurately set forth Borrower’s and
such Guarantor’s places of business, or, if more than one, its respective chief executive office as well as Borrower’s and such Guarantor’s mailing addresses (if different than its respective chief executive office); (e) Borrower
and such Guarantor (and each of its respective predecessors) have not, in the past five (5) years, changed its respective state of formation, organizational structure or type, or any organizational number assigned by its respective
jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries is accurate and complete. If neither Borrower nor any Guarantor is a Registered Organization but later
becomes one, Borrower shall, and shall cause each Guarantor to promptly notify Bank of such occurrence and provide Bank with Borrower’s and such Guarantor’s organizational identification numbers. 
  

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 The execution, delivery and performance of the Loan Documents have been duly authorized, and do not
conflict with Borrower’s or any Guarantor’s organizational documents, not constitute an event of default under any material agreement by which Borrower or such Guarantor is bound. Neither Borrower nor any Guarantor is in default under any
agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s or such Guarantor’s business. 
 Each Loan Document has been duly executed and delivered by Borrower and each Guarantor that is a party thereto and is the legally valid and binding
obligation of Borrower and such Guarantor, enforceable against Borrower and such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles relating to enforceability (whether enforcement is sought in equity or at law). 
 5.2. Collateral. Borrower and each Guarantor have good title to its Collateral, free of Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit
accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts
are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Collateral is maintained at the
locations set forth in the Perfection Certificate. The Collateral is not in the possession of any third party bailee (such as at a warehouse) except as provided in the Perfection Certificate. In the event that Borrower or any Guarantor, after the
date hereof, intends to store or otherwise deliver the Collateral to a bailee, then Borrower and such Guarantor shall receive the prior written consent of Bank (such consent not to be unreasonably withheld), and such bailee must acknowledge in
writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower and Guarantors are the sole owner of its respective
Intellectual Property, except for licenses granted to its customers in the ordinary course of business. To Borrower’s knowledge, each Patent is valid and enforceable, and no material part of the Intellectual Property has been judged invalid or
unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except for any such claim that would not be expected to result in a Material Adverse Change. 

Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise
restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or
waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement
(such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future.

 5.3. Accounts Receivable. 
 (a) Representations Relating to Accounts. Each Account with respect to which Advances are requested by Borrower represents, on the date each Advance is requested and made, an undisputed bona fide existing unconditional obligation of
the account debtor created by the sale, delivery, and acceptance of goods or the rendition of services, or the non-exclusive licensing of Intellectual Property, in the ordinary course of Borrower’s business. Borrower has no notice of any actual
or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account. 
 (b) Representations Relating to
Documents and Legal Compliance. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other
documents and all of the Borrower’s Books are and shall be genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account comply in all material respects with all applicable laws
and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an Eligible Domestic Account or Eligible Foreign Account in any Borrowing Base Certificate. To
the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are genuine, and all such documents, instruments and agreements are and shall be legally enforceable in
accordance with their terms. 
  

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 5.4. Litigation. There are no actions or proceedings pending or, to the knowledge of
Borrower’s or any of its Subsidiaries’ Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries in which an adverse decision could reasonably be expected to cause a Material Adverse Change. 

5.5. No Material Deviation in Financial Statements. All financial statements for Borrower delivered to Bank fairly present in all material
respects Borrower’s consolidated and consolidating financial condition and Borrower’s consolidated and consolidating results of operations. There has not been any material deterioration in Borrower’s consolidated and consolidating
financial condition since the date of the most recent financial statements submitted to Bank. 
 5.6. Solvency. The fair salable value
of Borrower’s and each of its Subsidiaries’ assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Neither Borrower nor any of its Subsidiaries is left with unreasonably small capital after the
transactions in this Agreement; and Borrower and each of its Subsidiaries are able to pay their debts (including trade debts) as they mature. 
 5.7. Regulatory Compliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Neither Borrower
nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under Regulations T and U of the Federal Reserve Board of Governors). To its knowledge, Borrower and each of its Subsidiaries have
complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse
Change. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or its Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or
transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities
that are necessary to continue its business as currently conducted, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. 
 5.8. Subsidiaries; Investments. Neither Borrower nor any of its Subsidiaries owns any stock, partnership interest or other equity securities except for Permitted Investments. 
 5.9. Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries have timely filed all required tax returns and
reports, and Borrower and each of its Subsidiaries have generally timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower or such Subsidiary. Borrower and each of its Subsidiaries may defer
payment of any contested taxes, provided that Borrower or such Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing
of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that
is other than a “Permitted Lien”. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiary’s prior tax years which could result in additional taxes
becoming due and payable by Borrower or such Subsidiary. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither
Borrower nor any of its Subsidiaries have withdrawn from participation in, and has permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to
result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 
 5.10. Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely to fund its general business requirements and not for
personal, family, household or agricultural purposes. 
 5.11. Full Disclosure. No written representation, warranty or other statement
of Borrower or any of its Subsidiaries in any certificate or written statement given to Bank pursuant to this Agreement (taken together with all 

  

 11 








 
such written certificates and written statements to Bank) contains any untrue statement of a material fact or omits to state a material fact necessary to
make the statements contained in the certificates or statements not misleading. Bank recognizes that the projections, forecasts, and business plans provided by Borrower or any of its Subsidiaries in good faith and based upon reasonable assumptions
are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected and forecasted results. 
  

	 	6.	AFFIRMATIVE COVENANTS 

 Borrower shall, and
shall cause each of its Subsidiaries to, do all of the following for so long as Bank has an obligation to lend or there are outstanding Obligations: 
 6.1. Government Compliance. Borrower shall, and shall cause each of its Subsidiaries to, maintain its and all its Subsidiaries’ legal existence and good standing in their jurisdictions of formation and
maintain qualification in each jurisdiction in which the nature of its business requires them to be so qualified, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on Borrower’s and its
Subsidiaries’ business or operations, taken as a whole; provided, that (a) the legal existence of any Subsidiary that is not a Guarantor may be terminated or permitted to lapse, and any qualification of such Subsidiary to do
business may be terminated or permitted to lapse, if, in the good faith judgment of Borrower, such termination or lapse is in the best interests of Borrower and its Subsidiaries, taken as a whole, and (b) Borrower may not permit its
qualification to do business in the jurisdiction of its chief executive office to terminate or lapse; and provided, further, that this Section 6.2 shall not be construed to prohibit any other transaction that is otherwise
permitted in Section 7 of this Agreement. 
 Borrower shall comply, and shall have each of its Subsidiaries comply, with all
laws, ordinances and regulations to which it is subject, noncompliance with which would reasonably be expected to cause a Material Adverse Change on Borrower’s business as a whole. 
 6.2. Financial Statements, Reports, Certificates. 
 (a) Deliver to Bank: 
 (i) as soon as available, but no later than forty (40) days after
the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement prepared under GAAP (subject to the absence of footnotes and year-end adjustments) covering Borrower’s and each of its
Subsidiary’s operations during the period certified by a Responsible Officer and in a form acceptable to Bank; 
 (ii) as
soon as available, but no later than (A) ninety (90) days after the last day of Borrower’s fiscal year, unaudited consolidated and consolidating financial statements prepared under GAAP, consistently applied, and (B) one
hundred-twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements
from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; 
 (iii) within five
(5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt or the holders of the 2013 Indenture or 2023 Indenture; 
 (iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a
link thereto on Borrower’s or another website on the Internet; 
 (v) a prompt report of any legal actions pending or
threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of $250,000 or more to the extent not covered by insurance, or in which an adverse decision could reasonably be
expected to cause a Material Adverse Change (collectively, “Material Litigation”); 
  

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 (vi) prompt notice of an event that materially and adversely affects the value of the
Intellectual Property; 
 (vii) as soon as available, but no later than sixty (60) days after the last day of
Borrower’s fiscal year, annual board approved financial projections; and 
 (viii) budgets, sales projections, operating
plans and other financial information reasonably requested by Bank. 
 Borrower’s 10K, 10Q, and 8K reports required to be delivered
pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide
paper copies to Bank of the Compliance Certificates required by Section 6.2(a)(ii). 
 (b)(i) Within thirty (30) days after
the last day of each quarter (unless there are no outstanding Advances), provided that the Credit Extensions have exceeded the Threshold Amount, and (ii) if Advances exceed the Threshold Amount within five (5) days prior to each Funding
Date, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a Deferred Revenue report; 
 (c) Within five (5) days of filing any Form 10-K or 10-Q, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower
setting forth calculations showing compliance with the financial covenants set forth in this Agreement. 
 (d) Allow Bank to audit the
Collateral at Borrower’s expense within sixty (60) days of the Effective Date, and thereafter, provided that the Credit Extensions have exceeded the Threshold Amount, additional audits may be conducted no more than once per year.
Notwithstanding any of the foregoing, if a Default or an Event of Default has occurred and is continuing or if there is a deterioration in the Collateral and/or financial performance of Borrower or any of its Subsidiaries, Bank may require
additional audits at its option. 
 6.3. Inventory. Keep all Inventory in good and marketable condition, and free from material
defects. Returns and allowances between Borrower and its Subsidiaries, on the one hand, and their respective account debtors, on the other, shall follow Borrower’s or such Subsidiaries’ customary practices as they exist at execution of
this Agreement. 
 6.4. Taxes; Pensions. Make, and cause each Subsidiary to make, timely payment of all foreign, federal, state, and
local taxes or assessments (other than taxes and assessments which Borrower is contesting pursuant to the terms of Section 5.9 hereof) and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all
amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms 
 6.5.
Insurance. Maintain, with financially sound and reputable insurers, general business and casualty insurance in such amounts and against such liabilities and hazards as is customary for companies in Borrower’s and its Subsidiaries’ line
of business. All property policies will have a lender’s loss payable endorsement showing Bank as an additional loss payee and all liability policies will show the Bank as an additional insured and provide that the insurer must give Bank at
least twenty (20) days’ notice before canceling its policy. If an Event of Default has occurred and is continuing, proceeds payable under any policy covering the Collateral will, at Bank’s option, be payable to Bank on account of the
Obligations. 
 6.6. Operating Accounts. 
 (a) Maintain Borrower’s and each Guarantor’s primary depository and operating accounts and securities accounts with Bank and Bank’s affiliates. Primary depository and operating accounts and securities
accounts to be defined as all operating accounts and a minimum 50% of the unrestricted investments. Final banking business to be fully transferred no later than March 31, 2009. 
  

 13 








 (b) Provide Bank five (5) days’ prior written notice before establishing any Collateral Account
at or with any bank or financial institution other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any Guarantor at any time maintains, Borrower shall cause the applicable bank or financial institution (other
than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance
with the terms hereunder. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or any
Guarantor’s employees and identified to Bank by Borrower or such Guarantor as such. 
 6.7. Financial Covenants. 
 Borrower shall maintain as of the last day of each fiscal quarter, unless otherwise noted, on a consolidated basis with respect to Borrower and its
Subsidiaries: 
 (a) Current Ratio. A ratio of Current Assets to Current Liabilities plus the aggregate amount of all Credit
Extensions of at least 1.3 to 1.0 on June 30, 2008 and September 30, 2008, and of at least 1.5 to 1.0 on December 31, 2008 and each fiscal quarter thereafter. 
 (b) Minimum EBITDA. EBITDA greater than the amount set forth below opposite each period; provided however in no event shall EBITDA losses for any
one quarter exceed $2,500,000; provided further that in no event shall EBITDA be less than $0 for any two consecutive quarters. 
  

				
	 Fiscal Period
	  	Minimum EBITDA
	 January 1, 2008 to June 30, 2008
	  	$	0
	 January 1, 2008 to September 30, 2008
	  	$	0
	 January 1, 2008 to December 31, 2008
	  	$	0
	 Such period, measured on a rolling four quarter basis, ending March 31, 2009 and each quarter thereafter
	  	$	0

 (c) Maximum Capital Expenditures. Capital Expenditures not in excess of $12,000,000 in any
fiscal year. Any Capital Expenditures financed by purchase money security interest financing or financial leases to the extent permitted by Section 7.4 shall not count towards such $12,000,000 cap. 
 6.8. Protection and Registration of Intellectual Property Rights. Borrower shall, and shall cause each of its Subsidiaries to: (a) protect,
defend and maintain the validity and enforceability of its Intellectual Property; (b) promptly advise Bank in writing of material infringements of its Intellectual Property; and (c) not allow any Intellectual Property material to
Borrower’s or any Guarantor’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 
 6.9. Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and each of its Subsidiaries and its respective officers, employees
and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to
Borrower or any such Subsidiary. 
 6.10. Designated Senior Indebtedness. Borrower shall designate all principal of, interest
(including all interest accruing after the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding), and all fees, costs, expenses and other amounts
accrued or due under this Agreement as “Designated Senior Indebtedness”, or such similar term, in any future Subordinated Debt incurred by Borrower after the date hereof, if such Subordinated Debt contains such term or similar term and if
the effect of such designation is to grant to Bank the same or similar rights as granted to Bank as a holder of “Designated Senior Indebtedness” under any indenture. 
  

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 6.11. New Subsidiaries. In the event that any Person becomes a Domestic Subsidiary of Borrower or
any other existing Domestic Subsidiary and has total assets with a book value in excess of $2.5 million, Borrower shall, and shall cause the new Subsidiary and the existing Subsidiary to (a) concurrently with such Person becoming a Domestic
Subsidiary, cause such Domestic Subsidiary to guarantee all of the Obligations and to grant to Bank a first priority Lien (subject to Permitted Liens) in the Collateral by delivering to Bank a Guarantee in form and substance satisfactory to Bank,
and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates necessary to effectuate such Domestic Subsidiary becoming a Guarantor and to grant such
Lien in the Collateral referenced above. In the event that any Person becomes a Foreign Subsidiary of the Borrower or any existing Subsidiary and if the new Subsidiary is a Foreign Subsidiary in respect of which the pledge of all of the equity
interest of such Subsidiary as Collateral would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or such existing Subsidiary, then Borrower or such existing Subsidiary shall pledge only sixty
five percent (65%) of the ownership interests of such Foreign Subsidiary and such Foreign Subsidiary shall not be required to be Guarantor or grantor hereunder. 
 6.12. Further Assurances. Borrower shall, and shall cause any Guarantor to, execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the
Collateral or to effect the purposes of this Agreement. 
 6.13. Post Closing. (a) Within 60 days of the date hereof, Borrower
shall have delivered to Bank landlord’s consents executed by the applicable landlord thereunder in favor of Bank (5445 N.E. Dawson Creek Drive, Hillsboro, Oregon 97124 and 5435 N.E. Dawson Creek Drive, Hillsboro, Oregon 97124) each in form and
substance reasonably satisfactory to the Bank; 
 (b) within 30 days of the date hereof, Borrower shall have delivered to Bank: (i) any
and all Collateral required to be delivered under the Loan Documents in order to perfect and preserve Bank’s priority in such Collateral, such as stock certificates and promissory notes in favor of Borrower, each executed in blank;
(ii) fully executed original signatures to the Control Agreements; (iii) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (iv) evidence that (1) the Liens securing Indebtedness owed by
Borrower to UBS and any other secured party evidenced in the lien searches to the extent such Lien is not a Permitted Lien will be terminated and (2) the documents and/or filings evidencing the perfection of such Liens, including without
limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and 
 (c) within 30 days of the date hereof, Bank shall have received (i) current certificates of valid existence (or foreign qualification, as applicable) of Borrower certified by the Secretary of State of the States of Oregon, California,
Colorado, Connecticut, Florida, Illinois, Iowa, Massachusetts, Michigan, New Hampshire, North Carolina, Ohio, Pennsylvania and Texas; and (ii) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request,
accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been terminated or released. 
  

	 	7.	NEGATIVE COVENANTS 

 Borrower shall not, and
shall not permit any of its Subsidiaries to, do any of the following without Bank’s prior written consent, for so long as Bank has an obligation to lend or there are any outstanding Obligations: 
 7.1. Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any of its
Subsidiaries to Transfer, all or any part of its business or property, except for: 
 (a) Transfers in the ordinary course of business for
fair market value; 
  

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 (b) Transfers to (i) Borrower or any Guarantor from Borrower or any of its Subsidiaries or
(ii) any Subsidiary of Borrower (which is not a Guarantor) to any other Subsidiary of Borrower (which is not a Guarantor); 
 (c)
Transfers of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries; 
 (d) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary
course of business and other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not
result in a legal transfer of Borrower’s title in the licensed property; 
 (e) Transfers otherwise permitted by the Loan Documents;

 (f) sales or discounting of delinquent accounts in the ordinary course of business; 
 (g) Transfers associated with the making or disposition of a Permitted Investment; 
 (h) Transfers in connection with a permitted acquisition of a portion of the assets or rights acquired; and 
 (i) Transfers not otherwise permitted in this Section 7.1, provided, that the aggregate book value of all such Transfers by Borrower and its
Subsidiaries, together, shall not exceed in any fiscal year, $500,000. 
 7.2. Changes in Business; Change in Control; Jurisdiction of
Formation. 
 Engage in any material line of business other than those lines of business conducted by Borrower and its Subsidiaries on
the date hereof and any businesses reasonably related, complementary or incidental thereto or reasonable extensions thereof; permit or suffer any Change in Control. Borrower will not, without prior written notice, change its jurisdiction of
formation. 
 7.3. Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any
other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person; provided, however, Bank’s consent to the foregoing shall not be required so long as
Borrower (a) is the sole survivor upon the consummation of any transaction described hereunder, (b) no Event of Default has occurred or is likely to occur as a result of such transaction and (c)(i) the fair market value of the
consideration involved in such transactions does not exceed $5,000,000 in the aggregate in any fiscal year or (ii) the consideration involved in such transaction consists entirely of capital stock of Borrower so long as Borrower provides Bank
satisfactory evidence that Borrower shall be in pro forma compliance with the financial covenants herein for the next four quarters after such transaction. A Subsidiary may merge or consolidate into a Guarantor or into Borrower or a Subsidiary which
is not a Guarantor may merge into another Subsidiary which is not a Guarantor. 
 7.4. Indebtedness. Create, incur, assume, or be
liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness. 
 7.5. Encumbrance. Create, incur,
or allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the
first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting
Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property without Bank’s prior written consent, except as is
otherwise permitted in Section 7.1 hereof and the definition of “Permitted Lien” herein. 
  

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 7.6. Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the
terms of Section 6.6 hereof. 
 7.7. Investments; Distributions. Directly or indirectly acquire or own any Person, or make
any Investment in any Person, other than Permitted Investments, Permitted Distributions or as permitted pursuant to Section 7.3 hereof, or pay any dividends or make any distribution or payment or redeem, retire or purchase any capital
stock. 
 7.8. Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with
any Affiliate of Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower or any Subsidiary than would be obtained in an arm’s length
transaction with a non-affiliated Person. 
 7.9. Other Debt. Make or permit any payment on or amendments of any Subordinated Debt,
the 2013 Indenture or the 2023 Indenture, except (a) regularly scheduled interest payments pursuant to the terms of the 2013 Indenture and 2023 Indenture, as applicable; (b) payments made with Borrower’s capital stock or other
Subordinated Debt; (c) repurchase of the Securities (as defined in the 2023 Indenture) in accordance with Section 3.8 of the 2023 Indenture (as in effect on the date hereof) pursuant to the holders thereof electing such repurchase on
November 15, 2008 in an amount not to exceed the Optional Purchase Price (as defined therein) or in open market or privately negotiated repurchases at or below the Optional Purchase Price or (d) amendments to Subordinated Debt so long as
such Subordinated Debt remains subordinated in right of payment to this Agreement and any Liens securing such Subordinated Debt remain subordinate in priority to Bank’s Lien hereunder. 
 7.10. Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment
Company Act of 1940 or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension
for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or
regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s or any Subsidiary’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from
participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any
liability of Borrower or any Subsidiary, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 
  

	 	8.	EVENTS OF DEFAULT 

 Any one of the following
shall constitute an event of default (an “Event of Default”) under this Agreement: 
 8.1. Payment Default. Borrower
fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable. During the cure period, the
failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period); 
 8.2.
Covenant Default. 
 (a) Borrower or any Guarantor fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.6, 6.7, and
6.12 or violates any covenant in Section 7; or 
 (b) Borrower or any Guarantor fails or neglects to perform, keep, or
observe any other term, provision, condition, covenant or agreement contained in this Agreement, any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition,
covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after
diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within 

  

 17 








 
a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default,
and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this section shall not apply, among other
things, to financial covenants or any other covenants set forth in subsection (a) above; 
 8.3. Material Adverse Change. A
Material Adverse Change occurs; 
 8.4. Attachment. (a) Any material portion of Borrower’s assets is attached, seized,
levied on, or comes into possession of a trustee or receiver and the attachment, seizure or levy is not removed in ten (10) days; (b) the service of process upon Borrower seeking to attach, by trustee or similar process, any funds of
Borrower on deposit with Bank, or any entity under control of Bank (including a subsidiary); (c) Borrower is enjoined, restrained, or prevented by court order from conducting a material part of its business; (d) a judgment or other claim
in excess of $500,000 becomes a Lien on any of Borrower’s assets; or (e) a notice of lien, levy, or assessment is filed against any of Borrower’s assets by any government agency and not paid within ten (10) days after Borrower
receives notice. These are not Events of Default, if cured, if stayed or if a bond is posted in each case within thirty (30) days after such event pending contest or resolution by Borrower (but no Credit Extensions shall be made during the cure
period); 
 8.5. Insolvency. Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes
insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while of any of the
conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed); 
 8.6. Other Agreements. If
Borrower fails to (a) make any payment that is due and payable with respect to any Material Indebtedness and such failure continues after the applicable grace or notice period, if any, specified in the agreement or instrument relating thereto,
or (b) perform or observe any other condition or covenant, or any other event shall occur or condition exist under any agreement or instrument relating to any Material Indebtedness, and such failure continues after the applicable grace or
notice period, if any, specified in the agreement or instrument relating thereto and the effect of such failure, event or condition is to cause the holder or holders of such Material Indebtedness to accelerate the maturity of such Material
Indebtedness or cause the mandatory repurchase of any Material Indebtedness; 
 8.7. Judgments. A judgment or judgments for the
payment of money in an amount, individually or in the aggregate, of at least $500,000 to the extent not covered by independent third-party insurance shall be rendered against Borrower and shall remain unsatisfied and unstayed for a period of ten
(10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment); 
 8.8. Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to
enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made; 
 8.9. Other Debt. A default or breach occurs under (a) any agreement between Borrower and any creditor of Borrower that signed a subordination, intercreditor, or other similar agreement with Bank, or any creditor that has signed
such an agreement with Bank breaches any terms of such agreement or (b) the 2013 Indenture or the 2023 Indenture; or 
 8.10.
Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any
circumstance described in Sections 8.3, 8.4, 8.5, 8.6, 8.7, 8.8 or 8.9 occurs with respect to any Guarantor, (d) the liquidation, winding up, or termination of existence of any Guarantor; or
(e) (i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material adverse change in the general affairs, management, results
of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor. 
  

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	 	9.	BANK’S RIGHTS AND REMEDIES 

 9.1.
Rights and Remedies. While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following: 
 (a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); 
 (b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;

 (c) demand that Borrower (i) deposits cash with Bank in an amount equal to the aggregate amount of any Letters of Credit remaining
undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable
over the remaining term of any Letters of Credit; 
 (d) terminate any FX Contracts; 
 (e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any
Person owing Borrower or any Guarantor money of Bank’s security interest in such funds, and verify the amount of such account; 
 (f)
make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall, and shall cause each Guarantor to, assemble the Collateral if Bank requests and make it
available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its
security interest and pay all expenses incurred. Borrower grants, and shall cause each Guarantor to grant to, Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies; 
 (g) apply to the Obligations any (i) balances and deposits of Borrower or any Guarantor it holds, or (ii) any amount held by Bank owing to or
for the credit or the account of Borrower or any Guarantor; 
 (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale,
advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s and any Guarantors’ labels, patents, copyrights, mask works, rights of use of any
name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with
Bank’s exercise of its rights under this Section, Borrower’s and any Guarantors’ rights under all licenses and all franchise agreements inure to Bank’s benefit; 
 (i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions
or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 
 (j) demand and receive
possession of Borrower’s Books; and 
 (k) exercise all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 
 9.2. Power
of Attorney. Borrower hereby irrevocably appoints, and shall cause each Guarantor to appoint, Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse
Borrower’s or such Guarantor’s name on any checks or other forms of payment or security; (b) sign Borrower’s or such Guarantor’s name on any invoice or bill of lading for any Account or drafts against Account Debtors;
(c) settle and adjust disputes and claims about the Accounts directly with Account 

  

 19 








 
Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s or such Guarantor’s
insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and
(f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints, and shall cause each Guarantor to appoint, Bank as its lawful attorney-in-fact to sign Borrower’s or such Guarantor’s
name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make
Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s or such Guarantor’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully
repaid and performed and Bank’s obligation to provide Credit Extensions terminates. 
 9.3. Accounts Verification; Collection.
Whether or not an Event of Default has occurred and is continuing, Bank may notify any Person owing Borrower or any Guarantor money of Bank’s security interest in such funds and verify the amount of such account. After the occurrence of an
Event of Default, any amounts received by Borrower or any Guarantor shall be held in trust by Borrower or such Guarantor for Bank, and, if requested by Bank, Borrower shall, and shall cause each Guarantor to, immediately deliver such receipts to
Bank in the form received from the Account Debtor, with proper endorsements for deposit. 
 9.4. Protective Payments. If Borrower or
any Guarantor fails to obtain the insurance called for by Section 6.6 or fails to pay any premium thereon or fails to pay any other amount which Borrower or such Guarantor is obligated to pay under this Agreement or any other Loan
Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest applicable rate, and secured by the Collateral. Bank will make
reasonable efforts to provide Borrower or such Guarantor with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the
future or Bank’s waiver of any Event of Default. 
 9.5. Application of Payments and Proceeds. Unless an Event of Default has
occurred and is continuing, Bank shall apply any funds in its possession, whether from Borrower or any Guarantor account balances, payments, or proceeds realized as the result of any collection of Accounts or other disposition of the Collateral,
first, to Bank Expenses, including without limitation, the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Bank in the exercise of its rights under this Agreement; second, to the interest due upon any of the
Obligations; and third, to the principal of the Obligations and any applicable fees and other charges, in such order as Bank shall determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto;
Borrower and Guarantors shall remain liable to Bank for any deficiency. If an Event of Default has occurred and is continuing, Bank may apply any funds in its possession, whether from Borrower or any Guarantor account balances, payments, proceeds
realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Bank shall determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons
legally entitled thereto; Borrower and Guarantors shall remain liable to Bank for any deficiency. If Bank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at
any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash
therefor. 
 9.6. Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the
safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the
value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower and Guarantors bear all risk of loss, damage or destruction of the Collateral. 
 9.7. No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this
Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Bank and then is only
effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are 

  

 20 








 
cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election,
and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence. 
 9.8. Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal
of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable. 
  

	 	10.	NOTICES 

 All notices, consents, requests,
approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered:
(a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by
electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to
the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its address or facsimile number by giving the other party written notice thereof in accordance with the terms of this
Section 10. 
  

			
	If to Borrower:	  	 RadiSys Corporation
 5445 NE Dawson Creek
Drive
 Hillsboro, OR 97124
 Attn: Barb Doolin
 Fax: (503) 615-1121
 Email: barb.doolin@radisys.com

		
	If to Bank:	  	 Silicon Valley Bank
 8705 SW Nimbus
 Suite 240
 Beaverton, Oregon 97008
 Attn: Ron Sherman
 Fax: (503) 526-0818
 Email: rsherman@svb.com


  

	 	11.	CHOICE OF LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE 

 California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County,
California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the
Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it
may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the
summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in
Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

 TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH
PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
  

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 WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A
TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private
judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to
comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The
reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional
relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto
shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa
Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be
entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order
applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall
report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain
provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. 
  

	 	12.	GENERAL PROVISIONS 

 12.1. Successors and
Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be
granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower or any Guarantor, to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s
obligations, rights, and benefits under this Agreement and the other Loan Documents. 
 12.2. Indemnification. Borrower agrees, and
shall cause each Guarantor to, indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank harmless against: (a) all obligations, demands, claims, and
liabilities (collectively, “Claims”) asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or Bank Expenses incurred, or paid by Bank from, following, or arising from
transactions between Bank and Borrower and/or any Guarantor (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by Bank’s or such indemnified person’s gross negligence, fraud or willful
misconduct. 
 12.3. Limitation of Actions. Any claim or cause of action by Borrower or any Guarantor against Bank, its
directors, officers, employees, agents, accountants, attorneys, or any other Person affiliated with or representing Bank based upon, arising from, or relating to this Loan Agreement or any other Loan Document, or any other transaction contemplated
hereby or thereby or relating hereto or thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done by Bank, its directors, officers, employees, agents, accountants or attorneys, shall be barred unless
asserted by Borrower or such Guarantor by the commencement of an action or proceeding in a court of competent jurisdiction by (a) the filing of a complaint within one year from the earlier of (i) the date any of Borrower’s or such
Guarantor’s officers or directors had knowledge of the first act, the occurrence or omission upon which such claim or cause of action, or any part thereof, is based, or (ii) the date this Agreement is terminated, and (b) the service
of a summons and complaint on an officer of Bank, or on any other person authorized to accept service on behalf of Bank, within thirty (30) days thereafter. Borrower agrees, and shall cause each Guarantor to agree, that such one-year period is
a reasonable and sufficient time for Borrower and such 

  

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Guarantor to investigate and act upon any such claim or cause of action. The one-year period provided herein shall not be waived, tolled, or extended except
by the written consent of Bank in its sole discretion or in the event of fraud or material misrepresentation by Bank. This provision shall survive any termination of this Loan Agreement or any other Loan Document. 
 12.4. Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement. 
 12.5. Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of
any provision. 
 12.6. Amendments in Writing; Integration. All amendments to this Agreement must be in writing signed by both Bank
and Borrower. This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between
the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents. 
 12.7.
Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement.

 12.8. Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement
has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in
Section 12.2 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run. 
 12.9. Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made:
(a) to Bank’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable efforts to obtain such prospective
transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s
examination or audit; and (e) as Bank considers appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (i) is in the public domain or in Bank’s possession when
disclosed to Bank, or becomes part of the public domain after disclosure to Bank; or (ii) is disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information. 
 12.10. Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and any Guarantor, on the one hand, and Bank on the
other, arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

  

	 	13.	DEFINITIONS 

 13.1. Definitions. As
used in this Agreement, the following terms have the following meanings: 
 “2013 Indenture” means the Indenture dated as of
February 12, 2008 as supplemented by the First Supplemental Indenture dated as of February 12, 2008 by Borrower and The Bank of New York Trust Company, N.A., as trustee. 
 “2023 Indenture” means the Indenture dated as of November 19, 2003 by Borrower and JPMorgan Chase Bank, as trustee. 
 “Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes,
without limitation, all accounts receivable and other sums owing to Borrower. 
  

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 “Account Debtor” is any “account debtor” as defined in the Code with such
additions to such term as may hereafter be made. 
 “Advance” or “Advances” means an advance (or advances)
under the Revolving Line. 
 “Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person,
any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s
managers and members. 
 “Agreement” is defined in the preamble hereof. 
 “Availability Amount” is the lesser of (i) the Revolving Line or (ii)(1) if the outstanding Credit Extensions is less than
$7,500,000, then $7,500,000, or (2) if the outstanding Credit Extensions is greater than $7,500,000, then the Borrowing Base minus (a) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit)
plus an amount equal to the Letter of Credit Reserves, minus (b) the FX Reserve, and minus in each case (c) the outstanding principal balance of any Advances (including any amounts used for Cash Management Services); provided however that
the first $5,000,000 of the aggregate Credit Extensions under Sections 2.1.3 and 2.1.4 shall not be subtracted from the amount in clause (i) or (ii) above. 
 “Bank” is defined in the preamble hereof. 
 “Bank Expenses” are all audit
fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with
appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower or any Guarantor. 
 “Borrower” is defined
in the preamble hereof. 
 “Borrower’s Books” are all Borrower’s and Guarantors’ books and records including
ledgers, federal and state tax returns, records regarding Borrower’s and such Guarantor’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing
such information. 
 “Borrowing Base” is 80% of Eligible Accounts, except to the extent the Account of Nokia Siemens is an
Eligible Account then 70% of such Account, and except Eligible Foreign Accounts for which such percentage is 50%, as determined by Bank from Borrower’s most recent Borrowing Base Certificate; provided, however, that Bank may decrease the
foregoing percentages in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect Collateral. 
 “Borrowing Base Certificate” is that certain certificate in the form attached hereto as Exhibit E. 
 “Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s Board of Directors and
delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying that (a) such
Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then
in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such
Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such
prior certificate. 
 “Business” is providing advanced embedded solutions for the communications networking and
commercial systems markets. 
 “Business Day” is any day other than a Saturday, Sunday or other day on which banking
institutions in the State of California are authorized or required by law or other governmental action to close, except that if any determination of a “Business Day” shall relate to a LIBOR Credit Extension, the term “Business
Day” shall also mean a day on which dealings are carried on in the London interbank market, and if any determination of a 

  

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“Business Day” shall relate to an FX Forward Contract, the term “Business Day” shall mean a day on which dealings are carried on in the
country of settlement of the foreign (i.e., non-Dollar) currency. 
 “Capital Expenditures” means with respect to any
Person, the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of Capital Lease Obligations which is capitalized on the consolidated balance sheet of such Person) by such
Person and its Subsidiaries during such period for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that,
in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of such Person and its Subsidiaries. 
 “Capital Lease” means with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee
that, in accordance with GAAP, would be required to be classified and accounted for as a capital lease on a balance sheet of such Person. 
 “Capital Lease Obligation” means with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in
respect of such Capital Lease. 
 “Cash Equivalents” means (a) marketable direct obligations issued or
unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its
creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and
(d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 
 “Cash Management Services” is defined in Section 2.1.4. 
 “Change in Control” means any event, transaction, or occurrence as a result of which (a) any “person” (as such term is
defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as an amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of Borrower, is or
becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Borrower, representing twenty-five percent (25%) or more of the combined voting power of Borrower’s
then outstanding securities; or (b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the Board of Directors of Borrower (together with any new directors whose election by the
Board of Directors of Borrower was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved)
cease for any reason other than death or disability to constitute a majority of the directors then in office. 
 “Code” is
the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined
differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall
mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such
provisions. 
 “Collateral” is any and all properties, rights and assets (now, or in the future) of the Borrower and
Guarantors granted by the Borrower and each Guarantor to Lenders or arising under the Code and described on Exhibit A. 
 “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account. 
 “Commodity
Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made. 
  

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 “Communication” is defined in Section 10. 
 “Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit F. 
 “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any
indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or
indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other
agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The
amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good
faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. 
 “Continuation Date” means any date on which Borrower elects to continue a LIBOR Credit Extension into another Interest Period. 
 “Control Agreement” is any control agreement entered into among the depository institution at which Borrower or any Guarantor maintains a Deposit Account or the securities intermediary or commodity
intermediary at which Borrower or any Guarantor maintains a Securities Account or a Commodity account, Borrower, such Guarantor and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities
Account, or Commodity Account. 
 “Conversion Date” means any date on which Borrower elects to convert a Prime Rate Credit
Extension to a LIBOR Credit Extension or a LIBOR Credit Extension to a Prime Rate Credit Extension. 
 “Copyright”
means any of the following now owned or hereafter acquired or created (as a work for hire for the benefit of Borrower or any Guarantor) by Borrower or any Guarantor or in which Borrower or any Guarantor now holds or hereafter acquires or receives
any right or interest, in whole or in part: (a) any copyright, whether registered or unregistered, held pursuant to the laws of the United States or of any other country or foreign jurisdiction, (b) registration, application or recording
in the United States Copyright Office or in any similar office or agency of the United States or any other country or foreign jurisdiction, (c) any continuation, renewal or extension thereof, and (d) any registration to be issued in any
pending application, and shall include any right or interest in and to work protectable by any of the foregoing which are presently or in the future owned, created or authorized (as a work for hire for the benefit of Borrower or any Guarantor) or
acquired by Borrower or any Guarantor, in whole or in part. 
 “Credit Extension” is any Advance, Letter of Credit,
FX Forward Contract, amount utilized for Cash Management Services or any other extension of credit by Bank for Borrower’s benefit. 
 “Current Assets” are amounts that under GAAP should be included on that date as current assets on Borrower’s consolidated balance sheet. 
 “Current Liabilities” means amounts that under GAAP should be included on that date as current liabilities on Borrower’s consolidated balance sheet less Deferred Revenues plus outstanding
Advances and Letters of Credit. 
 “Default” means any event which with notice or passage of time or both, would constitute
an Event of Default. 
 “Default Rate” is defined in Section 2.3(b). 
 “Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

  

 26 








 “Deposit Account” is any “deposit account” as defined in the Code with such
additions to such term as may hereafter be made. 
 “Designated Deposit Account” means the deposit account maintained with
Bank in the name of Borrower. 
 “Disclosure Schedule” means the disclosure schedule attached hereto as
Schedule A. 
 “Dollars,” “dollars” and “$” each mean lawful money of the
United States. 
 “Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or
territory thereof or the District of Columbia. 
 “EBITDA” shall mean, for any period, (a) Net Income plus (b) to
the extent deducted in the calculation of Net Income, (i) Interest Expense, (ii) income tax expense, and (iii) depreciation and amortization plus (c) non-cash stock based compensation to the extent reflected as a charge in the
statement of Net Income for such period. 
 “Effective Date” is the date Bank executes this Agreement and as indicated on
the signature page hereof. 
 “Eligible Accounts” are Accounts which arise in the ordinary course of Borrower’s
business that meet all Borrower’s representations and warranties in Section 5. Bank reserves the right at any time and from time to time after the Effective Date, to adjust any of the criteria set forth below and to establish new
criteria in its good faith business judgment. Unless Bank agrees otherwise in writing, Eligible Accounts will not include: 
 (a) Accounts
that the Account Debtor has not paid within ninety (90) days of invoice date; 
 (b) Accounts owing from an Account Debtor, twenty-five
percent (25%) or more of whose Accounts have not been paid within ninety (90) days of invoice date; 
 (c) credit balances over
ninety (90) days from invoice date; 
 (d) Accounts owing from an Account Debtor, including Affiliates, whose total obligations to
Borrower exceed twenty-five (25%) of all Accounts, except for Nokia Siemens for which such percentage is 40%, for the amounts that exceed that percentage, unless Bank approves in writing; 
 (e) Accounts owing from an Account Debtor which does not have its principal place of business in the United States except for Eligible Foreign Accounts;

 (f) Accounts owing from an Account Debtor which is a federal, state or local government entity or any department, agency, or
instrumentality thereof except for Accounts of the United States if Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 
 (g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor,
supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts), with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the
ordinary course of its business; 
 (h) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a
“sale guaranteed”, “sale or return”, “sale on approval”, “bill and hold”, or other terms if Account Debtor’s payment may be conditional; 
 (i) Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 
 (j) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor
is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; and 
  

 27 








 (k) Accounts for which Bank in its reasonable good faith business judgment determines collection to be
doubtful. 
 “Eligible Foreign Accounts” are Accounts for which the Account Debtor does not have its principal place of
business in the United States but are otherwise Eligible Accounts. 
 “Equipment” is all “equipment” as defined in
the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 
 “ERISA” is the Employment Retirement Income Security Act of 1974, and its regulations. 
 “Event of Default” is defined in Section 8. 
 “Foreign Currency” means lawful money of a country other than the United States. 
 “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 
 “Funding Date” is
any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day. 
 “FX Business
Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its normal business and (b) the Foreign Currency being purchased or sold by Borrower is available to Bank from the entity from which Bank shall buy or
sell such Foreign Currency. 
 “FX Forward Contract” is defined in Section 2.1.3. 
 “FX Reserve” is defined in Section 2.1.3. 
 “GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the
date of determination. 
 “General Intangibles” is all “general intangibles” as defined in the Code in effect on
the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work,
whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions,
payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or
sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance),
payments of insurance and rights to payment of any kind. 
 “Guarantor” is any present or future guarantor of the
Obligations; provided however, no Foreign Subsidiary shall be a Guarantor. 
 “Indebtedness” is (a) indebtedness
for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) Capital
Lease Obligations, and (d) Contingent Obligations. 
 “Insolvency Proceeding” is any proceeding by or against any
Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement,
or other relief. 
 “Intellectual Property” means any intellectual property, in any medium, of any kind or nature
whatsoever, now or hereafter owned or acquired or received by Borrower or any Guarantor or in which Borrower or any 

  

 28 








 
Guarantor now holds or hereafter acquires or receives any right or interest, and shall include, in any event, any Copyright, Trademark, Patent, trade secret,
customer list, Internet domain name (including any right related to the registration thereof), proprietary or confidential information, mask work, source, object or other programming code, invention (whether or not patented or patentable), technical
information, procedure, design, knowledge, know-how, software, data base, data, skill, expertise, recipe, experience, process, model, drawing, material or record, all claims for damages by way of past, present and future infringement of any of the
rights included above and all licenses or other rights to use any property or rights of a type described above. 
 “Interest
Expense” means for any fiscal period, interest expense (whether cash or non-cash) determined in accordance with GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension
and other Indebtedness of Borrower and its Subsidiaries, including, without limitation or duplication, all commissions, discounts, or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance
financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest portion of any deferred payment obligation (including leases of all types). 
 “Interest Payment Date” means, with respect to any LIBOR Credit Extension or any Prime Rate Credit Extensions, the first (1st) day
of each month (or, if the first day of the month does not fall on a Business Day, then on the first Business Day following such date). 
 “Interest Period” means, as to any LIBOR Credit Extension, the period commencing on the date of such LIBOR Credit Extension, or on the conversion/continuation date on which the LIBOR Credit Extension is converted into or
continued as a LIBOR Credit Extension, and ending on the date that is 30, 60 or 90 days thereafter, in each case as Borrower may elect in the applicable Notice of Borrowing or Notice of Conversion/Continuation; provided, however, that
(a) no Interest Period with respect to any LIBOR Credit Extension shall end later than the Revolving Line Maturity Date, (b) the last day of an Interest Period shall be determined in accordance with the practices of the LIBOR interbank
market as from time to time in effect, (c) if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business Day unless, in the case of a LIBOR Credit Extension, the
result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day, (d) any Interest Period pertaining to a LIBOR Credit Extension that begins
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such
Interest Period, and (e) interest shall accrue from and include the first Business Day of an Interest Period but exclude the last Business Day of such Interest Period. 
 “Interest Rate Determination Date” means each date for calculating the LIBOR for purposes of determining the interest rate in respect of
an Interest Period. The Interest Rate Determination Date shall be the second Business Day prior to the first day of the related Interest Period for a LIBOR Credit Extension. 
 “Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may
hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of
Borrower’s or any Guarantor’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 
 “Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person. 
 “Letter of Credit” means a standby letter of credit issued by Bank or another institution based upon an application, guarantee,
indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2. 
 “Letter of Credit
Application” is defined in Section 2.1.2(a). 
 “Letter of Credit Reserve” has the meaning set forth in
Section 2.1.2(d). 
 “LIBOR” means, for any Interest Rate Determination Date with respect to an Interest Period for
any Credit Extension to be made, continued as or converted into a LIBOR Credit Extension, the rate of interest per annum determined by Bank to be the per annum rate of interest at which deposits in United States Dollars are offered to Bank in the
London interbank market (rounded upward, if necessary, to the nearest 1/100th of one percent (0.01%)) in which Bank customarily participates at 11:00 a.m. (local time in such interbank market) two (2) Business Days prior to the first day
of such Interest Period for a period approximately equal to such Interest Period and in an amount approximately equal to the amount of such Credit Extension. 
  

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 “LIBOR Credit Extension” means a Credit Extension that bears interest based at the LIBOR
Rate. 
 “LIBOR Rate” means, for each Interest Period in respect of LIBOR Credit Extensions comprising part of the same
Credit Extensions, an interest rate per annum (rounded upward to the nearest 1/16th of one percent (0.0625%)) equal to LIBOR for such Interest Period divided by one (1) minus the Reserve Requirement for such Interest
Period. 
 “LIBOR Rate Margin” is equal to one and one-quarter percent (1.25%). 
 “Lien” is a mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance. 
 “Loan Documents” are, collectively, this Agreement, the Disclosure Schedule, the Perfection Certificate(s), any note, or notes or
guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified. 

“Material Adverse Change” is any of the following: (a) a material adverse change in the business, operations, or condition
(financial or otherwise) of Borrower or any of its Subsidiaries; or (b) a material impairment of the prospect of repayment of any portion of the Obligations; (c) a material impairment in the perfection, value or priority of Bank’s
security interests in the Collateral; or (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial
covenants in Section 6 during the next succeeding financial reporting period. 
 “Material Indebtedness” is any
Indebtedness the principal amount of which is equal to or greater than $500,000, and in any event, includes the Indebtedness evidenced by the 2013 or 2023 Indentures. 
 “Material Litigation” has the meaning ascribed to it in Section 6.2(a) hereof. 
 “Net Income” means, as calculated on a consolidated basis for Borrower and its Subsidiaries for any period as at any date of determination, the net profit (or loss), after provision for taxes, of Borrower and its
Subsidiaries for such period taken as a single accounting period. 
 “Notice of Borrowing” means a notice given by Borrower
to Bank in accordance with Section 3.2(a), substantially in the form of Exhibit C, with appropriate insertions. 
 “Notice of Conversion/Continuation” means a notice given by Borrower to Bank in accordance with Section 3.5, substantially in the form of Exhibit D, with appropriate insertions. 
 “Obligations” are Borrower’s and/or Guarantors’ obligation to pay when due any debts, principal, interest, Bank Expenses and
other amounts Borrower and/or Guarantors owe Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit, cash management services, and foreign
exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower and/or Guarantor assigned to Bank, and the performance of Borrower’s and/or Guarantors’
duties under the Loan Documents. 
 “Operating Documents” are, for any Person, such Person’s formation documents, as
certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person
is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or
modifications thereto. 
 “Patent” means any of the following now hereafter owned or acquired or received by Borrower or any
Guarantor or in which Borrower or any Guarantor now holds or hereafter acquires or receives any right or interest: (a) letters patent and right corresponding thereto, of the United States or any other country or other foreign jurisdiction, any
registration and recording thereof, and any application for letters patent, and rights corresponding thereto, of the United States or any other country or other foreign jurisdiction, including, without limitation, registrations, recordings and
applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or other foreign jurisdiction; (b) any reissue, continuation, continuation-in-part or
extension thereof; (c) any petty patent, divisional, and patent of addition; and (d) any patent to issue in any such application. 
  

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 “Payment/Credit Extension Form” is that certain form attached hereto as Exhibit
B. 
 “Payment Date” is defined in Section 2.1.8(b). 
 “Perfection Certificate” is defined in Section 5.1. 
 “Permitted Distributions” means: 
 (a) purchases of capital stock from former employees, consultants and directors pursuant to repurchase agreements or other similar agreements in an aggregate amount not to exceed $500,000 in any fiscal year provided that at the time of such
purchase no Default or Event of Default has occurred and is continuing; 
 (b) distributions or dividends consisting solely of
Borrower’s or any Subsidiary’s capital stock; 
 (c) purchases for value of any rights distributed in connection with any
stockholder rights plan; 
 (d) purchases of capital stock pledged as collateral for loans to employees; 
 (e) purchases of capital stock in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection
with the satisfaction of withholding tax obligations; 
 (f) purchases of fractional shares of capital stock arising out of stock dividends,
splits or combinations or business combinations; and 
 (g) the settlement or performance of such Person’s obligations under any equity
derivative transaction, option contract or similar transaction or combination of transactions. 
 “Permitted Indebtedness”
is: 
 (a) Borrower’s Indebtedness to Bank under this Agreement or any other Loan Document; 
 (b) any Indebtedness existing on the Effective Date and shown on the Perfection Certificate; 
 (c) Subordinated Debt; 
 (d) unsecured
Indebtedness to trade creditors and with respect to surety bonds and similar obligations incurred in the ordinary course of business; 
 (e)
guaranties of Permitted Indebtedness; 
 (f) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary
course of business; 
 (g) Indebtedness consisting of interest rate, currency, or commodity swap agreements, interest rate cap or collar
agreements or arrangements designated to protect a Person against fluctuations in interest rates, currency exchange rates, or commodity prices; 
 (h) Indebtedness between Borrower and any Guarantor or between any of Borrower’s Subsidiaries (which are not Guarantors); 
 (i) capitalized leases and purchase money Indebtedness not to exceed $500,000 in the aggregate in any fiscal year secured by Permitted Liens; 
  

 31 








 (j) refinanced Permitted Indebtedness, provided that the amount of such Indebtedness is not increased
except by an amount equal to a reasonable premium or other reasonable amount paid in connection with such refinancing and by an amount equal to any existing, but unutilized, commitment thereunder; and 
 (k) the Indebtedness under the 2013 Indenture and 2023 Indenture existing on the date hereof; and 
 (l) other Indebtedness, if, on the date of incurring any Indebtedness pursuant to this clause (l), the outstanding aggregate amount of all Indebtedness
incurred pursuant to this clause (l) does not exceed $500,000 at anytime. 
 “Permitted Investments” are: 

(a) Investments existing on the Effective Date; 
 (b)(i)(A) marketable direct obligations issued or unconditionally guaranteed by the United States or its agencies or any State maturing within one (1) year from its acquisition, (B) commercial paper maturing no more than 2
years after its creation and having the highest rating from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., and (C) Bank’s certificates of deposit maturing no more than 2 years after issue and
(ii) Investments approved by the Borrower’s Board of Directors or otherwise pursuant to a Board-approved investment policy; 
 (c)
Investments (i) between Borrower or any Guarantor or (ii) between any Subsidiary (which are not Guarantors); 
 (d) Investments
consisting of Collateral Accounts in the name of Borrower or any Guarantor so long as Bank has a first priority, perfected security interest in such Collateral Accounts; 
 (e) Investments consisting of extensions of credit to Borrower’s or its Subsidiaries’ customers in the nature of accounts receivable, prepaid royalties or notes receivable arising from the sale or lease of
goods, provision of services or licensing activities of Borrower; 
 (f) Investments received in satisfaction or partial satisfaction of
obligations owed by financially troubled obligors; 
 (g) Investments acquired in exchange for any other Investments in connection with or as
a result of a bankruptcy, workout, reorganization or recapitalization; 
 (h) Investments consisting of interest rate, currency, or commodity
swap agreements, interest rate cap or collar agreements or arrangements designated to protect a Person against fluctuations in interest rates, currency exchange rates, or commodity prices; 
 (i) Investments consisting of loans and advances to employees in an aggregate amount not to exceed $100,000; and 
 (j) other Investments, if, on the date of incurring any Investments pursuant to this clause (j), the outstanding aggregate amount of all Investments
incurred pursuant to this clause (j) does not exceed $750,000. 
 “Permitted Liens” are: 
 (a) Liens arising under this Agreement or other Loan Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its Books, if they have no
priority over any of Bank’s Liens; 
  

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 (c) Liens (including with respect to capital leases) (i) on property (including accessions,
additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) acquired or held by Borrower or its Subsidiaries incurred for financing such property (including accessions, additions, parts, replacements,
fixtures, improvements and attachments thereto, and the proceeds thereof), or (ii) existing on property (and accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) when acquired, if
the Lien is confined to such property (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof); 
 (d) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property
encumbered by the existing Lien and the principal amount of the indebtedness it secures may not increase; 
 (e) leases or subleases of real
property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property (other than real property or intellectual property) granted in the ordinary course of Borrower’s business, if
the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest; 
 (f) non-exclusive license of
intellectual property granted to third parties in the ordinary course of business; 
 (g) leases or subleases granted in the ordinary course
of Borrower’s business, including in connection with Borrower’s leased premises or leased property; 
 (h) Liens in favor of custom
and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods; 
 (i)
Liens on insurance proceeds securing the payment of financed insurance premiums; 
 (j) customary Liens granted in favor of a trustee to
secure fees and other amounts owing to such trustee under an indenture or other similar agreement; 
 (l) Liens arising from judgments,
decrees or attachments in circumstances not constituting an Event of Default under Sections 8.4 or 8.7; 
 (m) Liens in favor
of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; 
 (n)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceeding if adequate reserves with respect thereto are maintained on the books of the applicable Person; 
 (o)
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and compliance with other social security requirements applicable to Borrower; and 
 (p) deposits to secure the performance of bids, trade contracts (other than for borrowed money), contracts for the purchase of property, leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business and not representing an obligation for borrowed money. 
 “Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 
 “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate. 
  

 33 








 “Prime Rate Credit Extension” means a Credit Extension that bears interest based at the
Prime Rate. 
 “Registered Organization” is any “registered organization” as defined in the Code with such
additions to such term as may hereafter be made. 
 “Regulatory Change” means, with respect to Bank, any change on or after
the date of this Agreement in United States federal, state, or foreign laws or regulations, including Regulation D, or the adoption or making on or after such date of any interpretations, directives, or requests applying to a class of lenders
including Bank, of or under any United States federal or state, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

 “Reserve Requirement” means, for any Interest Period, the average maximum rate at which reserves (including any marginal,
supplemental, or emergency reserves) are required to be maintained during such Interest Period under Regulation D against “Eurocurrency liabilities” (as such term is used in Regulation D) by member banks of the Federal Reserve System.
Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by Bank by reason of any Regulatory Change against (a) any category of liabilities which includes deposits by
reference to which the LIBOR Rate is to be determined as provided in the definition of LIBOR or (b) any category of extensions of credit or other assets which include Credit Extensions. 
 “Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower or any
Subsidiary. 
 “Revolving Line” is an Advance or Advances in an aggregate amount of up to $30,000,000 outstanding at any
time. 
 “Revolving Line Maturity Date” is August 6, 2010. 
 “Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be
made. 
 “Settlement Date” is defined in Section 2.1.3. 
 “Sublimit Amount” means, as of any date of determination, (a) $25,000,000 minus (b) the sum of all Credit Extensions made
under Sections 2.1.2, 2.1.3 and 2.1.4; provided however that the first $5,000,000 of the aggregate Credit Extensions under Sections 2.1.3 and 2.1.4 shall not be counted toward such Sublimit amount. 
 “Subordinated Debt” is (a) Indebtedness incurred by Borrower subordinated to Borrower’s Indebtedness owed to Bank and which is
reflected in a written agreement in a manner and form reasonably acceptable to Bank and approved by Bank in writing, and (b) to the extent the terms of subordination do not change adversely to Bank, refinancings, refundings, renewals,
amendments or extensions of any of the foregoing. 
 “Subsidiary” means, with respect to any Person, any Person of which
more than 50% of the voting stock or other equity interests is owned or controlled, directly or indirectly, by such Person or one or more Affiliates of such Person. 
 “Threshold Amount” means the outstanding principal amount of all Credit Extensions up to and including $7,500,000; provided however that the first $5,000,000 of the aggregate Credit Extensions under
Sections 2.1.3 and 2.1.4 shall not be counted toward such $7,500,000 amount. 
 “Trademark” means any of the
following now or hereafter owned or acquired or received by Borrower or any Guarantor or in which Borrower or any Guarantor now holds or hereafter acquires or receives any right or interest: (a) any trademark, trade name, corporate name,
business name, trade style, service mark, logo, other source or business identifier, print or label on which any of the foregoing have appeared or appear, design or other general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and any applications in connection therewith, including registration, recording and application in the United States Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof or any other country or other foreign jurisdiction and (b) any reissue, extension or renewal of any of the foregoing. 
 “Transfer” is defined in Section 7.1. 
  

 34 








 [Signature page follows] 
  


 35 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
Effective Date. 
  

			
	 BORROWER:
  
 RADISYS CORPORATION

		
	By	 	/s/ Brian Bronson
	Name:	 	Brian Bronson
	Title:	 	Chief Financial Officer
	  
 BANK:
  
 SILICON VALLEY BANK

		
	By	 	/s/ Ron Sherman
	Name:	 	Ron Sherman
	Title:	 	Senior Relationship Manager
	  
 Effective Date: August 7, 2008










 EXHIBIT A 
 The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 
 All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided
below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by
a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims,
rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 
 Notwithstanding the foregoing, the Collateral does not include any of the following, whether now owned or hereafter acquired (a) more than 65% of
the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, or (b) any copyright
rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions,
continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business
of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing; provided,
however, the Collateral shall include all Accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. 







 EXHIBIT B 
 FORM OF LOAN PAYMENT/CREDIT EXTENSION REQUEST 
 DEADLINE FOR
SAME DAY PROCESSING IS NOON P.S.T.* 
  

			
	Fax To:	  	Date:                     

  

	
	 LOAN PAYMENT:
 RadiSys Corporation


  

			
	From Account # ______________________________________	  	To Account # ____________________________________
	            (Deposit Account #)	  	            (Loan Account #)
	 Principal $
__________________________________________
  
  
	  	 and/or Interest
$___________________________________
  


  

			
	Authorized Signature: ____________________	  	Phone Number:
	Print Name/Title:	  	 

  

			
	CREDIT EXTENSION:	  	 

  

			
	Complete Outgoing Wire Request section below if all or a portion of the funds from this advance are for
an outgoing wire.

  

			
	From Account # ______________________________________	  	To Account # ____________________________________
	                              (Loan Account #)	  	            (Deposit
Account #)

  

			
	 Amount of Credit Extension
$_________________________
  
	  	 

  

			
	All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and
complete in all material respects on the date of the request for a Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:

  

			
	Authorized Signature: _____________________________	  	Phone Number:
	Print Name/Title:	  	 

  

			
	 OUTGOING WIRE
REQUEST:
 Complete only if all or a portion of funds from the Credit Extension above is to be wired.
 Deadline for same day processing is noon, P.S.T.


  

			
	Beneficiary Name: ____________________________	  	Amount of Wire: $
	Beneficiary Bank: _____________________________	  	Account Number:
	City and State:	  	 

  

			
	Beneficiary Bank Transit (ABA) #: __________________	  	Beneficiary Bank Code (Swift, Sort, Chip, etc.):
	 	  	            (For International Wire
Only)

  

			
	Intermediary Bank: ______________________________	  	Transit (ABA) #:
	  
 For Further Credit to:
  
	  	 

  

	*	Unless otherwise provided for an Advance bearing interest at LIBOR. 

  

 -2- 









			
	Special Instruction:

  

			
	By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in
accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).

  

			
	Authorized Signature: ______________________	  	2nd Signature (if required): ___________________
	Print Name/Title: __________________________	  	Print Name/Title: ___________________
	 Telephone #: _______________________
  
	  	 Telephone #: __________________
  


  

 -3- 








 EXHIBIT C 
 FORM OF NOTICE OF BORROWING 
 RADISYS CORPORATION 
 Date:
                         
  

	TO:	SILICON VALLEY BANK 


	 	3003 Tasman Drive 


	 	Santa Clara, CA 95054 


	 	Attention: Corporate Services Department 

  

	RE:	Loan and Security Agreement dated as of                      , 2008
(as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between RadiSys Corporation (“Borrower”), and Silicon Valley Bank (the “Bank”)


 Ladies and Gentlemen: 
 The
undersigned refers to the Loan Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of a Credit Extension.

 1. The funding date, which shall be a Business Day, of the requested borrowing is
                    . 
 2.
The aggregate amount of the requested borrowing is $            . 
 3. The requested Credit Extension shall consist of $             of Prime Rate Credit Extensions and
$             of LIBOR Credit Extensions. 
 4. The duration of the
Interest Period for the LIBOR Credit Extensions included in the requested Credit Extension shall be              days. 
 The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Credit Extension
before and after giving effect thereto, and to the application of the proceeds therefrom, as applicable: 
 (a) all
representations and warranties of Borrower contained in the Loan Agreement are true, accurate and complete in all material respects as of the date hereof; provided, however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date; 
 (b) no Default or Event of Default has occurred and is continuing, or would
result from such proposed Credit Extension; and 
 (c) the requested Credit Extension will not cause the aggregate
principal amount of the outstanding Advances to exceed, as of the designated Funding Date, (i) the lesser of (A) the Revolving Line or (B) the Availability Amount. 








									
	BORROWER	 		 	RADISYS CORPORATION
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	
		 		 		 	Title:	 	

 For internal Bank use only 
  

								
	 LIBOR Pricing Date
	  	LIBOR	  	LIBOR Variance	 	 	Maturity Date
		  		  	____	%	 	








 EXHIBIT D 
 FORM OF NOTICE OF CONVERSION/CONTINUATION 
 RADISYS CORPORATION 
 Date:                        

  

	TO:	SILICON VALLEY BANK 


	 	3003 Tasman Drive 


	 	Santa Clara, CA 95054 


	 	Attention: 

  

	RE:	Loan and Security Agreement dated as of                     
    , 2008 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between RadiSys Corporation (“Borrower”), and Silicon Valley Bank (the
“Bank”) 

 Ladies and Gentlemen: 
 The undersigned refers to the Loan Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 3.5 of the Loan Agreement, of the
[conversion] [continuation] of the Credit Extensions specified herein, that: 
 1. The date of the [conversion] [continuation] is
                                        
                                        ,
20    . 
 2. The aggregate amount of the proposed Credit Extensions to be [converted] is
$             or [continued] is $            . 
 3. The Credit Extensions are to be [converted into] [continued as] [LIBOR] [Prime Rate] Credit Extensions. 
 4. The duration of the Interest Period for the LIBOR Credit Extensions included in the [conversion] [continuation] shall be
             days. 
 The undersigned, on behalf of Borrower,
hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed [conversion] [continuation], before and after giving effect thereto and to the application of the proceeds therefrom:

 (a) all representations and warranties of Borrower stated in the Loan Agreement are true, accurate and complete in
all material respects as of the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 
 (b) no Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].

 [Signature page follows] 








									
	BORROWER	 		 	RADISYS CORPORATION
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	
		 		 		 	Title:	 	

 For internal Bank use only 
  

								
	 LIBOR Pricing Date
	  	LIBOR	  	LIBOR Variance	 	 	Maturity Date
		  		  	____	%	 	








 EXHIBIT E 
 FORM OF BORROWING BASE CERTIFICATE 
  

			
	Borrower:	  	RadiSys Corporation
	Lender:	  	Silicon Valley Bank
	Commitment Amount:    	  	$30,000,000

  

				
	 ACCOUNTS RECEIVABLE
	  		
	 1.      Accounts Receivable Book Value as of
                    
	  	$	_________
	 2.      Additions (please explain on reverse)
	  	$	_________
	 3.      TOTAL ACCOUNTS RECEIVABLE
	  	$	_________
		
	 ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	  		
		
	 4.      Amounts over 90 days due
	  	$	_________
	 5.      Balance of 25% over 90 day accounts
	  	$	_________
	 6.      Credit balances over 90 days
	  	$	_________
	 7.      Concentration Limits
	  	$	_________
	 8.      Foreign Accounts
	  	$	_________
	 9.      Governmental Accounts
	  	$	_________
	 10.    Contra Accounts
	  	$	_________
	 11.    Promotion or Demo Accounts
	  	$	_________
	 12.    Intercompany/Employee Accounts
	  	$	_________
	 13.    Disputed Accounts
	  	$	_________
	 14.    Other (please explain on reverse)
	  	$	_________
	 15.    TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
	  	$	_________
	 16.    Eligible Accounts (#3 minus #15)
	  	$	_________
	 17.    ELIGIBLE AMOUNT OF ACCOUNTS (80% of #16), except to the extent the Account of Nokia Siemens is eligible then 70% of
such Account, and except Eligible Foreign Accounts for which such percentage is 50%
	  	$	_________
		
	 BALANCES
	  		
		
	 18.    Maximum Loan Amount
	  	$	30,000,000
	 19.    Total Funds Available [Lesser of (a) #18 or (b) #17]
	  	$	_________
	 20.    Present balance owing on Line of Credit
	  	$	_________
	 21.    Outstanding under Sublimits
	  	$	_________
	 22.    RESERVE POSITION (#19 minus #20 and #21)
	  	$	_________

 The undersigned represents and warrants that this is true, complete and correct, and that the information in
this Borrowing Base Certificate complies with the representations and warranties in the Amended and Restated Loan and Security Agreement between the undersigned and Silicon Valley Bank. 
  

									
	COMMENTS:	 		 	BANK USE ONLY
				 	 
	By: 	 	 	 		 	Received by:	 	 
		 	Authorized Signer	 		 		 	AUTHORIZED SIGNER
	Date:	 		 	Date:	 	 
		 		 	Verified:	 	 
		 		 		 	AUTHORIZED SIGNER
		 		 	Date:	 	 
		 		 	 Compliance Status:
                                    Yes
                        No
  









 EXHIBIT F 
 FORM OF COMPLIANCE CERTIFICATE 
  

	 TO: SILICON VALLEY BANK 
	 Date:                         


 FROM: 
 The undersigned authorized officer of RadiSys Corporation (“Borrower”) certifies that under
the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending
                     with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations
and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date,
(4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as
otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which
Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one
period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the
Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 
  

					
	 Reporting Covenant
	  	 Required
	  	 Complies

	Quarterly financial statements	  	Quarterly within 40 days	  	Yes  No
	Annual financial statement	  	FYE unaudited within 90 days and audited within 120 days	  	Yes  No
			
	10-Q, 10-K and 8-K + CC	  	Within 5 days after filing with SEC	  	Yes  No
	Borrowing Base Certificate A/R & A/P Agings + Deferred Revenue report	  	Quarterly within 30 days (unless Credit Extensions are less than Threshold Amounts	  	Yes  No
			
	Material Litigation	  	Prompt	  	Yes*  No
	Annual board approved financial projections	  	Annually within 60 days of fiscal year end	  	Yes  No

  

	*	If yes, attached is a summary of the Material Litigation not previously disclosed by Borrower or any of its Subsidiaries. 

  

							
	 Financial Covenant
	  	 Required
	  	 Actual
	  	 Complies

	 Maintain on an applicable quarterly basis:
	  		  		  	
				
	 Current Ratio
	  	 1.3:1.00 on June 30, 2008;
 1.3:1.00 on September 30,
2008; and
 1.5:1.00 on December 31, 2008 and each fiscal quarter thereafter
	  	_____:1.00	  	Yes  No
				
	 Minimum EBITDA
	  	 $0 from January 1, 2008 to June 30, 2008;
 $0 from
January 1, 2008 to September 30, 2008;
 $0 from January 1, 2008 to December 31, 2008; and
 $0 from such period, measured on a rolling four quarter basis, ending March 31, 2009 and each quarter thereafter
	  		  	Yes*  No
				
	 Minimum Capital Expenditures
	  	No greater than $12,000,000 in any fiscal year	  	$_______	  	Yes  No

  

	*	In no event shall EBITDA losses for any one quarter exceed $2,500,000 nor shall EBITDA be less than $0 for any two consecutive quarters 








 The following financial covenant analys[is][es] and information set forth in Schedule 1 attached
hereto are true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above:
(If no exceptions exist, state “No exceptions to note.”) 
  
  
  
  
  
  
  

									
	RADISYS CORPORATION	 		 	BANK USE ONLY
					
	By:	 	 	 		 	Received by:	 	 
	Name:	 		 		 		 	AUTHORIZED SIGNER
	Title:	 		 		 	Date:	 	 
		 		 		 	Verified:	 	 
		 		 		 		 	AUTHORIZED SIGNER
		 		 	Date:	 	 
		 		 	Compliance Status:
                                    Yes
                        No








 Schedule 1 to Compliance Certificate 
 Financial Covenants of Borrower 
 Dated:
                     
  

	I.	Current Ratio (Section 6.7(a)) 

  

	Required:	1.3:1.00 on June 30, 2008; 1.3:1.00 on September 30, 2008; and 1.5:1.00 on December 31, 2008 and each fiscal quarter thereafter 

 Actual: 
  

						
	 A.
	  	Current Assets	  	$	            
	 B.
	  	Current Liabilities less Deferred Revenue	  	$	            
	 C.
	  	Aggregate amount of outstanding Advances and Letters of Credit	  	$	            
	 D.
	  	Current Ratio (line A divided by the sum of line B plus line C)	  		

 Is line D equal to or greater than the applicable required ratio set forth above? 
              No, not in compliance
                                         
        Yes, in compliance 
  

	II.	Minimum EBITDA (Section 6.7(b)) 

  

	Required:	The minimum EBITDA set forth below opposite each period; provided however in no event shall EBITDA losses for any one quarter exceed $2,500,000; provided further that in no event
shall EBITDA be less than $0 for any two consecutive quarters. 

  

				
	 Fiscal Period
	  	Minimum EBITDA
	 January 1, 2008 to June 30, 2008
	  	$	0
	 January 1, 2008 to September 30, 2008
	  	$	0
	 January 1, 2008 to December 31, 2008
	  	$	0
	 Such period, measured on a rolling four quarter basis, ending March 31, 2009 and each quarter thereafter
	  	$	0

 Actual: 
  

						
	 A.
	  	Net Income	  	$	            
	 B.
	  	To the extent included in the determination of Net Income	  		
		  	 1.      Net Interest Expense
	  	$	 
		  	 2.      The provision for income taxes
	  	$	 
		  	 3.      Depreciation expense
	  	$	 
		  	 4.      Amortization expense
	  	$	 
		  	 5.      Income tax expense
	  	$	 
		  	 6.      The sum of lines 1 through 5
	  	$	 
	 C.
	  	Non-cash stock based compensation to the extent reflected as a charge in the statement of Net Income for such period	  	$	 
	 D.
	  	EBITDA (line A plus line B.6 plus line C)	  	$	 

  

 1 








 Is line D equal to or greater than the required minimum EBITDA set forth opposite the fiscal period above? 
  

			
	 No, not in compliance
	  	____ Yes, in compliance

 Are EBITDA losses for any quarter less than $2,500,000? 
  

			
	 No, not in compliance
	  	____ Yes, in compliance

 Is EBITDA less than $0 for any two consecutive quarters? 
  

			
	 Yes, not in compliance
	  	____ No, in compliance

  

 2 








 SCHEDULE A 
 DISCLOSURE SCHEDULE 
  

 3